Heartland Advisors Inc

Item 5: Fees and Compensation for more information               12: Brokerage Practices for more information.
regarding fees. All clients must appoint a qualiàed custodian,
such as a broker/dealer, bank, or trust company (a               Clients can also include certain assets in their account
“custodian”), to maintain custody over their assets. All         managed by Heartland that are not subject to Heartland’s
Heartland clients should receive quarterly account               supervision or discretionary authority. Such assets shall be
statements directly from their custodian. Heartland advises      designated by clients and Heartland as “Unsupervised
its clients to review the custodian’s statements carefully and   Assets.” Unsupervised Assets can include investments that
to compare the information in Heartland’s client statements      are not purchased or recommended by Heartland but that a
with the information in statements provided by the custodian.    client chooses to hold in their account. Heartland does not
                                                                 provide any advice or management of Unsupervised Assets;

                                                                                  BROCHURE (ADV PART 2A)

therefore, clients do not pay Heartland any investment              In addition, Heartland may withhold votes or vote against
advisory fees for Unsupervised Assets. It is each client’s          management as a means of communicating Heartland’s
sole responsibility to make all determinations regarding            dissatisfaction with management’s performance. Heartland
Unsupervised Assets in their Heartland account, including           also generally votes against signiàcant compensation
their retention or sale. Clients agree to accept full               increases or compensation not tied to company performance
responsibility for the risks associated with any Unsupervised       where Heartland believes that a company is underperforming
Assets held, including the risk of loss and the risk of             and/or management has not added value to the company.
concentrated positions in securities. Heartland shall not be
                                                                    Heartland considers and votes, or abstains from voting, all
responsible for the valuation of Unsupervised Assets.
                                                                    proxy proposals on an individual basis, for each company and
Heartland is not responsible for reporting Unsupervised
                                                                    proposal. Subject to the oversight of its Investment Policy
Assets to the clients.
                                                                    Committee, Heartland’s Legal/Compliance Team is
With respect to its services as an advisor to institutional         responsible for monitoring and voting proxies, either
clients, such as pension/proàt sharing plans and endowment          electronically through Glass Lewis & Co.’s electronic delivery
funds, Heartland provides these services to most accounts           platform (“Glass Lewis”) or directly with the appropriate
on a fully discretionary basis, subject to the overall review by    company. The Legal/Compliance Team reviews proxy
the àduciaries of these accounts. This authority is subject to      proposals and provides all relevant information to the
speciàc investment restrictions and requirements of the             applicable Heartland analyst responsible for determining how
various accounts. See Item 7: Types of Clients for information      Heartland will vote a particular proxy. For each proxy,
regarding the requirements for establishing an account and          Heartland also considers whether there are any speciàc facts
providing authority.                                                and circumstances that may give rise to a material conáict of
                                                                    interest on the part of Heartland in voting the proxy. If it is
Item 17: VOTING CLIENT SECURITIES                                   determined that a material conáict of interest may exist, the
Unless a client speciàcally reserves the right to vote proxies,     proxy shall be voted consistent with the recommendations of
Heartland will use its best efforts to vote the shares owned        Glass Lewis or referred to Heartland’s Investment Policy
by a client in accordance with Heartland’s Statement of             Committee to decide if Heartland may vote the proxy or if the
Policy Regarding Proxy Voting (“Proxy Statement”). Even if a        proxy should be forwarded to the client to vote. All instances
client gives Heartland the right to vote proxies, the client may    where Heartland determines a material conáict of interest
direct Heartland’s vote in a particular solicitation by providing   may exist are resolved in the best interest of the applicable
Heartland with prior written notice and written proxy voting        client.
instructions. Heartland’s Proxy Statement is subject to             For each proxy, Heartland maintains all related records as
change as necessary to remain current with applicable rules         required by applicable law. A client can obtain a copy of
and regulations, and internal policies and procedures. In           Heartland’s Statement of Policy Regarding Proxy Voting, or a
general, Heartland votes proxies in a manner designed to            copy of the speciàc voting record for the account, by calling
maximize the value of a client’s investment. With respect to        Heartland at 1-888-505-5180, or writing to Heartland at 790
each proxy proposal, Heartland will consider, among other           North Water Street, Suite 1200, Milwaukee, Wisconsin
factors, the period of time that the particular security is         53202. Clients who retain proxy voting authority will generally
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Item 7:
TYPES OF CLIENTS ................................................................................................. 6